SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   FORM 8-K
                                CURRENT REPORT




                        Pursuant to Section 13 or 15(d)
                  of the Securities and Exchange Act of 1934


               Date of report (date of earliest event reported):

                               November 11, 1994


                            LINCORP HOLDINGS, INC.
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            (Exact name of Registrant as specified in its charter)



                                   Delaware
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                (State or other jurisdiction of incorporation)



            1-8249                                23-2161279
       -------------------                     -------------------------
       (Commission File No.)                     (I.R.S. Employer
                                               Identification No.)


                   250 Park Avenue, New York, New York 10017
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          (Address of Principal Executive Offices)    (Zip Code)



              Registrant's telephone number, including area code:


                                (212) 599-0465
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                   99 Park Avenue, New York, New York  10016
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         (Former Name or Former Address, if Changed Since Last Report)

                               Page 1 of 5 pages

 
Item 4.     Changes in Registrant's Certifying Accountant.
       
(a)(1)      Previous Independent Accounts.
       
         (i)     On November 11, 1994, Price Waterhouse, LLP declined to
                 stand for re-election as the independent accountants for
                 Lincorp Holdings, Inc.
             
        (ii)     The reports of Price Waterhouse, LLP on the financial
                 statements for the past two fiscal years contained no
                 adverse opinion or disclaimer of opinion and were not
                 qualified or modified as to audit scope or accounting
                 principle. The reports of Price Waterhouse, LLP on the
                 financial statements for the past two fiscal years were
                 qualified as to going concern uncertainty.
             
       (iii)     The Registrant's Board of Directors participated in and
                 approved the decision to change independent accountants.
             
        (iv)     In connection with its audits for the two most recent fiscal
                 years and through November 11, 1994, there have been no
                 disagreements with Price Waterhouse, LLP on any matter of
                 accounting principles or practices, financial statement
                 disclosure, or auditing scope or procedure, which
                 disagreements if not resolved to the satisfaction of Price
                 Waterhouse, LLP would have caused them to make reference
                 thereto in their report on the financial statements for such
                 years.
             
         (v)     During the two most recent fiscal years and through November
                 11, 1994, there have been no reportable events (as defined
                 in Regulation S-K Item 304(a)(1)(v)).
             
        (vi)     The Registrant has requested that Price Waterhouse, LLP
                 furnish it with a letter addressed to the SEC stating
                 whether or not it agrees with the above statements. A copy
                 of such letter, dated November 14, 1994, is filed as Exhibit
                 A to this Form 8-K.
       
       
(a)(2)      New Independent Accountants.

     On November 11, 1994, KPMG Peat Marwick was engaged as the independent
accountants for Lincorp Holdings, Inc.


                               Page 2 of 5 pages

 
                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  November 15, 1994

                              LINCORP HOLDINGS, INC.
                                    (Registrant)



                              By:     /s/ Ronald W. Cantwell
                                      ------------------------
                              Name:   Ronald W. Cantwell
                              Title:  Executive Vice President
 

                               Page 3 of 5 pages

 
                                   EXHIBIT A






















                               Page 4 of 5 pages

 
            [THE LETTERHEAD OF PRICE WATERHOUSE L.L.P APPEARS HERE]





November 14, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549


Dear Sirs


                            Lincorp Holdings, Inc.
                            ----------------------


We have read Item 4 of Lincorp Holdings Inc.'s Form 8-K dated November 14, 1994
and are in agreement with the statements contained in paragraph 4(a) therein.

Yours very truly




/s/ Price Waterhouse L.L.P










                               Page 5 of 5 pages